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Jon Flora advises clients on a broad range of federal and state tax issues. He has substantial experience representing clients on tax planning and structuring for transactions such as formations, joint ventures, mergers and acquisitions, divestitures, reorganizations, redemptions, liquidations, securitizations, issuance of securities, licensing, workouts and tax-free exchanges. Mr. Flora’s clients include individuals, companies, investors, management and executives.
Mr. Flora aims to help clients achieve their business objectives while navigating often complex tax rules and regulations. Some of his recent representations include:
Numerous private equity funds on structuring and implementing the acquisition and sale of their portfolio companies.
A financial services company on the conversion of a QSub followed by a $1 billion sale transaction
A financial services company on the structure and implementation of a tax free sale to a publicly held company, including rendering a tax opinion.
An investment fund on structuring portfolio company acquisitions involving management equity rollovers to avoid Section 197 goodwill anti-churning rules.
Real estate developers on the formation, implementation and winding up of joint venture projects.
A real estate investor on disposition of multiple TIC interests in a Section 1031 exchange
Executives on the receipt of incentive equity compensation and deferred compensation
An Australian company on its inbound investments in numerous ethanol facilities
Management in structuring and implementing a tax free roll-over of equity in a sale to a private equity fund
A domestic manufacturing company on structure of tax free triangular merger involving a Norwegian public company.
Prior to joining Klehr Harrison, Mr. Flora was a tax partner in a Minneapolis firm, and he has practiced in San Diego and San Francisco, California. He is a member of the editorial board of the M&A Tax Report, a monthly CCH publication.
Articles/Seminars
Venture Capital, Meet Capital Shift, The M&A Tax Report, Vol. 16, No. 7, p.1 (Feb. 2008)
Proposed Legislation Would Tax as Ordinary Income for Private Equity and Other Partnerships, Klehr, Harrison, Harvey, Branzburg & Ellers LLP Tax Alert (July 12, 2007)
When a Warrant Morphs into a Partnership Interest, Tax Notes (October 2, 2006)
A Subdebt Lender’s Dilemma: Is it a Warrant or Partnership Interest (and why should I care?),The M&A Tax Report (September 2006)
Sponsor and Presenter, Tax Issues in Selecting Optimal Deal Structure, Private Equity Alliance of Minneapolis, August 2006
Author of seven chapters for CCH’s Tax Research NetWork, (encompassing federal income tax treatment to corporations, partnerships and LLCs of sales of businesses, an overview of tax free reorganizations, E, F and G reorganizations, and business-owner terminations)
How Escrowed Stock Impacts Continuity of Interest: The Continuing Saga, The M&A Tax Report, Vol. 13, No. 11, p. 1 (June 2005)
Seminar Instructor. Tax Aspects of Litigation Payments, NBI, Bloomington, MN (May 2004)
New Regs Let Taxpayers Turn off the Step Doctrine, Tax Notes (Aug. 25, 2003)
Beating the Hobby Loss Rule: Is it Possible to Sell Amway for Profit?, 98 Tax Notes 970 (Feb. 10, 2003)
Seminar Instructor. "Tax Aspects of Damage Awards & Settlements," California State Bar Winter Section Education Institute, Berkeley, California (January 17, 2003)
M&A Drafting Techniques, The M&A Tax Report, v. 11, no. 4, p. 1 (Nov. 2002)
ISOs and Section 83(b) Elections, The M&A Tax Report, v. 11, no. 3 (Oct. 2002)
New (Final!) Form 1099 Reporting Regs: Attorneys’ Fee Regs in Drag?, 97 Tax Notes 265 (Oct 14, 2002)
Basics of Accounting: Do the Numbers Lie? The M&A Tax Report, v. 11, no. 2 (September 2002)
Fior D'Italia: One Reason to Watch Your Stipulation of Facts, California Tax Network, p. 6 (August 2002)
Can Mergers Merit Tax Shelter Penalties?, The M&A Tax Report, v. 10, no. 11, p. 1 (June 2002)
Seminar Instructor. Section 1031 Exchanges of Investment Property in Washington, National Business Institute (March 2002)
COD Income, Reporting, and Injustice (Or, How the IRS Makes You Pay Taxes on Income You Don’t Have), The M&A Tax Report, v. 11, no. 6, p. 1 (Jan. 2001). |
